- A household business (hộ kinh doanh) is not a legal entity. The head of the household has unlimited liability, with all of their assets.
- In a limited liability company or a joint stock company, the owner or shareholders are liable only up to the capital they have contributed.
- A company converted from a household business may qualify for certain incentives (see “Incentives for companies converted from a household business”).
In recent years, many household businesses have grown large, with stable revenue and sales on several platforms, especially e-commerce. At the same time, the rules on accounting, e-invoices and tax administration have become stricter.
Against this background, converting a household business into a company is not only a way to expand. It also helps the owner manage risk better and use a range of state incentives.
Why do many household businesses become companies?
The household business model has always had two advantages: it is simple to set up and cheap to run. But as the business grows, the model shows its limits on liability for debts, raising capital and room for growth.
A company, by contrast, is a legal entity with clearer governance. It suits a professional, long-term business.
Household business and company: a legal comparison
| Criterion | Household business | Limited liability company / joint stock company |
|---|---|---|
| Legal status | Not a legal entity; rights and obligations belong to the head of the household | A separate legal entity; its assets are separate from the owner’s |
| Liability for debts | Unlimited liability, with all of the owner’s assets | Liability up to the capital contributed |
1. Legal status
A household business is not a legal entity. All rights and obligations belong directly to the head of the household.
Limited liability companies and joint stock companies are separate legal entities (except private enterprises). By law, their assets, rights and obligations are separate from those of the owner.
2. Liability for debts
This is the most important difference. The head of a household business has unlimited liability. If the business incurs a debt or other financial obligation, the owner may have to use all of their own assets to pay it.
In a limited liability company or a joint stock company, the owner or shareholders are liable only up to the capital they have contributed to the company. This greatly limits financial risk when the business runs into difficulty.
3. Scale of operations
A household business can only register and operate within the legal rules for the household business model. Expanding is often difficult.
A company, on the other hand, can set up branches, representative offices and business locations, and operate nationwide. This is a big advantage for retailers, store chains and businesses with long-term growth plans.
4. Raising capital
Raising capital is one of the weak points of a household business. It is not a legal entity, and the owner is liable with all of their personal assets. So access to large amounts of funding is often difficult.
A company has more ways to raise capital: admitting new members who contribute capital, issuing shares (for joint stock companies), issuing bonds as permitted by law, and borrowing in its own name as a legal entity. This makes it easier to expand the business.
5. Tax and deductible expenses
A household business mainly pays tax based on revenue. It does not have full access to the value-added tax (VAT) credit mechanism that companies use.
A company, by contrast, can:
- deduct input VAT as permitted by law;
- record reasonable, valid expenses before calculating taxable income;
- manage costs and profit more effectively.
This is a significant advantage for larger businesses or businesses with high input costs.
An FC Legal lawyer can advise on the right company type and handle the whole procedure for you.
Incentives for companies converted from a household business
Besides the governance and legal benefits, the State has several policies to encourage household businesses to become companies.
Under current rules, a company set up by converting a household business with revenue below VND 1 billion per year qualifies for certain incentives, including:
- exemption from corporate income tax (CIT) for the first 3 years from the date the enterprise registration certificate is issued;
- exemption from the business licence fee (lệ phí môn bài) during the initial period of operation, as provided by law.
These policies reduce costs when a new company starts operating and give household businesses a reason to change their business model.
Refund or offset of tax already paid
Some household businesses with revenue below VND 1 billion declared and paid tax in early 2026, before Decree No. 141/2026/ND-CP took effect. For them, the tax authority has issued guidance to either offset the overpaid tax against the next period or refund the tax paid, as provided by law.
This policy eases financial pressure and helps small household businesses keep operating steadily.
Getting your records in order before converting
Keeping proper accounting records, issuing e-invoices and meeting tax obligations while you are still a household business does two things. It reduces the risk of penalties or tax arrears, and it makes conversion to a company easier.
Checklist before converting
- Review your existing accounting records.
- Check the e-invoices you have issued.
- Reconcile the tax you have declared and paid.
- Prepare the enterprise registration file.
Clear records help you prove revenue and costs, make borrowing or raising capital easier, make it easier to set up a company accounting system, and save time and money during the conversion.
Should you convert now?
Not every household business needs to become a company right away. But you should consider converting if your business shows one or more of these signs:
- revenue is growing fast and operations are stable;
- you want to open several business locations or build a chain of stores;
- you want to sign contracts with large companies or foreign partners;
- you need to borrow, raise capital or expand investment;
- you want to reduce the risk to your personal assets;
- you need a structured, transparent business model built for the long term.
Choosing the right time to convert helps the business make full use of the incentives and limit legal risk as it grows.
Conclusion
Converting a household business into a company is not only a change of legal form. It is an important step to improve governance, grow the business and protect the owner’s assets.
Rules on tax, accounting and e-invoices are now enforced more strictly. Putting your business on a proper footing early, and choosing the right model, will help individuals and household businesses grow sustainably in the digital economy.
Considering a move to a company?
If you are thinking of converting your household business into a limited liability company or a joint stock company, FC Legal can help. We advise on the right model, carry out the conversion procedure, give tax advice and prepare your legal documents from the start, so the company runs efficiently and in line with the law.
Please do not send confidential documents or personal data through the form.
This article is for reference. It reflects the rules in force at the time of publication. For legal advice on a specific case, please contact an FC Legal lawyer.
Prepared and reviewed by the FC Legal legal team, FC Legal Law Company Limited, advising businesses on governance, contracts, employment, intellectual property and personal data protection.
